Changchai Company, Limited Third Quarter Report 2017 (Short Form) Stock Code: 000570, 200570 Stock Name: Changchai A, Changchai B Announcement No. 2017-026 CHANGCHAI COMPANY, LIMITED THIRD QUARTER REPORT 2017 (SHORT FORM) Part I Important Statements The board of directors (the “Board”), the supervisory board (the “Supervisory Board”) as well as the directors, supervisors and senior management of Changchai Company, Limited (the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this Report, and shall be jointly and severally liable for any false representation, misleading statements or material omissions in this Report. All the directors of the Company attended the board meeting for the review of this Report. Shi Xinkun, head of the Company, Zhang Xin, accounting head for this Report, and Jiang He, head of the accounting department (head of accounting) of the Company, hereby guarantee that the financial statements carried in this Report are factual, accurate and complete. This Report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. Part II Company Fundamentals I Key Consolidated Operating Results Indicate by tick mark whether the Company needs to retrospectively restate any of its accounting data. □ Yes √ No September 30, 2017 December 31, 2016 Change Total assets (RMB) 3,796,065,908.97 3,724,857,266.71 1.91% Changchai Company, Limited Third Quarter Report 2017 (Short Form) Equity attributable to owners 2,307,945,906.41 2,323,712,892.92 -0.68% of the parent (RMB) July-September January-September YoY change YoY change 2017 2017 Net sales (RMB) 551,411,429.29 -8.89% 1,859,517,610.21 5.13% Net margin attributable to 3,072,285.14 -84.71% 42,751,443.27 -22.42% owners of the parent (RMB) Net margin attributable to owners of the parent before 629,008.33 -96.81% 21,403,055.82 -55.62% exceptional gains and losses (RMB) Net cash from operating -- -- -61,051,973.62 —— activities (RMB) Basic earnings per share 0.01 -75.00% 0.08 -20.00% (RMB/share) Diluted earnings per share 0.01 -75.00% 0.08 -20.00% (RMB/share) Weighted average return on 0.13% -0.82% 1.85% -0.73% equity (%) Exceptional gains and losses: √ Applicable □ Not applicable Unit: RMB Item January-September 2017 Note Gains/Losses on disposal of non-current assets (inclusive of offset asset impairment provisions) 781,459.40 Governmental subsidy recorded into current gains/losses (exclusive of governmental subsidy closely relevant to business events, and quantified according to national unified standards) 3,097,441.57 The ownership transfer formalities Profit due to situation where investment costs regarding the Company’s acquisition for the Company to obtain of equity interest of Changzhou Fuji subsidiaries,associates and joint ventures are Changchai Robin Gasoline Engine 22,756,742.66 lower than Co., Ltd. (Changchai Robin) were enjoyable fair value of identifiable net assets completed on January 20, 2017. As of investees when making investments such, from that date Changchai Robin has been consolidated by the Changchai Company, Limited Third Quarter Report 2017 (Short Form) Company. Since the closing cost of this equity acquisition was lower than the appraisal, this transaction generated a premium of RMB22,756,742.66. Gains/Losses on fair value changes of trading financial assets and liabilities & investment income from disposal of trading financial assets and liabilities as well as financial assets 482,684.24 available for sale (exclusive of effective hedges related to normal business operations of the Company) Non-operating income and expense other than -5,834,733.51 above Less: Income tax effects 23,208.39 Minority interests effects (after tax) -88,001.48 Total 21,348,387.45 -- Explanation of why the Company classified an item as an exceptional gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gains and Losses, or reclassified any exceptional gain/loss item given as an example in the said explanatory announcement as a recurrent gain/loss: □ Applicable √ Not applicable No such cases in the Reporting Period. II Total Number of Shareholders and Shareholdings of Top 10 Shareholders at Period-End 1. Numbers of Common Shareholders and Preference Shareholders with Resumed Voting Rights, and Shareholdings of Top 10 Shareholders Unit: share Total number of common Total number of preference shareholders 52,641 0 shareholders at period-end with resumed voting rights at period-end Top 10 shareholders Shareholdi Total shares Restricted Pledged or frozen shares Nature of Name of shareholder ng held at shares held at shareholder Status Number percentage period-end period-end STATE-OWNED On behalf of ASSETS SUPERVISION the 30.43% 170,845,236 AND government ADMINISTRATION Changchai Company, Limited Third Quarter Report 2017 (Short Form) COMMISSION OF CHANGZHOU MUNICIPAL PEOPLE’S GOVERNMENT Domestic LEI PING’AN 0.73% 4,093,998 individual Foreign KGI ASIA LIMITED 0.57% 3,189,845 corporation YUNNAN INTERNATIONAL TRUST CO., LTD - Other 0.47% 2,618,658 SHENGJIN No. 36 COLLECTION FUND TRUST PLAN GUANGDONG FINANCE TRUST CO., LTD - FINANCE Other 0.34% 1,911,934 TRUST-JUXIN NO. 3 COLLECTION FUND TRUST PLAN Domestic PENG JUN 0.32% 1,800,000 individual VANGUARD TOTAL Foreign INTERNATIONAL 0.29% 1,626,592 corporation STOCK INDEX FUND Domestic HUANG GUOLIANG 0.27% 1,528,891 individual Domestic LIANG NIANYOU 0.24% 1,362,652 individual Domestic LI SUINAN 0.24% 1,338,700 individual Top 10 non-restricted shareholders Non-restricted shares Type of stock Name of shareholder held at period-end Type Number STATE-OWNED ASSETS SUPERVISION AND ADMINISTRATION COMMISSION OF 170,845,236 RMB common stock 170,845,236 CHANGZHOU MUNICIPAL PEOPLE’S GOVERNMENT LEI PING’AN 4,093,998 RMB common stock 4,093,998 Domestically listed KGI ASIA LIMITED 3,189,845 stock for foreign 3,189,845 investors Changchai Company, Limited Third Quarter Report 2017 (Short Form) YUNNAN INTERNATIONAL TRUST CO., LTD- SHENGJIN No. 36 COLLECTION FUND TRUST 2,618,658 RMB common stock 2,618,658 PLAN GUANGDONG FINANCE TRUST CO., LTD - FINANCE TRUST-JUXIN NO. 3 COLLECTION 1,911,934 RMB common stock 1,911,934 FUND TRUST PLAN PENG JUN 1,800,000 RMB common stock 1,800,000 Domestically listed VANGUARD TOTAL INTERNATIONAL STOCK 1,626,592 stock for foreign 1,626,592 INDEX FUND investors Domestically listed HUANG GUOLIANG 1,528,891 stock for foreign 1,528,891 investors LIANG NIANYOU 1,362,652 RMB common stock 1,362,652 Domestically listed LI SUINAN 1,338,700 stock for foreign 1,338,700 investors It is unknown whether there was any associated relationship among the top ten tradable shareholders and Related or acting-in-concert parties among among the top ten shareholders not subject to trading shareholders above moratorium, or whether they are persons acting in concert as described by Measures for the Administrative of Disclosure of Shareholder Equity Changes. The shareholder Lei Ping’an held 4,093,998 shares of the Company through customer credit collateral securities trading account of Guosen Securities Co., Ltd, with the Top 10 common shareholders conducting securities proportion of the share holding of 0.73%; The shareholder margin trading Peng Jun held 1,800,000 shares of the Company through customer credit collateral securities trading account of Haitong Securities Co., Ltd, with the proportion of the share holding of 0.32%. Indicate by tick mark whether any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company conducted any promissory repo during the Reporting Period. □ Yea √ No No such cases in the Reporting Period. 2. Total Number of Preference Shareholders and Shareholdings of Top 10 of Them at Period-End □ Applicable √ Not applicable Changchai Company, Limited Third Quarter Report 2017 (Short Form) Part III Significant Events I Changes in Key Consolidated Financial Statement Items and Reasons for Such Changes √ Applicable □ Not applicable 1. Selected Items in Consolidated Balance Sheet as of September 30, 2017 Unit: RMB September 30, December 31, Change Main reason for change 2017 2016 In nine months ended September 30, 2017, credit sale was properly carried out to extend Accounts market space; and most multi-cylinder engine 789,836,525.99 359,279,821.69 119.84% receivable customers were supporting manufacturers for bigger enterprises, which means relatively long account ages for the Company Prepayments to suppliers of certain materials Prepayments 25,542,981.62 15,483,475.43 64.97% were increased to satisfy market needs Other Temporary loans granted by subsidiary accounts 17,227,301.11 4,165,674.62 313.55% Housheng Investment to Xuzhou Huadong receivable Foundry Factory, etc. Other current 19,683,519.73 39,669,983.12 -50.38% Decrease in overpaid VAT assets Short-term 29,900,000.00 10,000,000.00 199.00% Increase in bank loans of subsidiaries borrowings A bank loan of RMB20 million was obtained by the parent company in the current period for Long-term 20,000,000.00 0.00 —— the R&D and industrialization of State III/State borrowings IV-level high-horsepower efficient agricultural diesel engines Advances Certain customers were required to pay greater 74,492,032.02 40,890,620.69 82.17% received advances Salaries and bonuses accrued in the nine Payroll months ended September 30, 2016 were mostly 26,207,076.54 58,549,908.90 -55.24% payable paid in the corresponding period of the current year 2. Selected Items in Consolidated Income Statement for January-September 2017 Unit: RMB Changchai Company, Limited Third Quarter Report 2017 (Short Form) January-September January-September Change Main reason for change 2017 2016 Increase in foreign exchange income Finance costs -1,287,876.55 -6,869,369.26 —— resulted from exchange rate fluctuations Dividends received on the Bank of Jiangsu stock and the Foton Motor stock increased. And the Company increased its investment in Fuji Robin Investment to become its controlling shareholder. 13,407,484.45 3,491,931.65 283.96% income And therefore, the Company’s original holding in Fuji Robin was measured at fair value, and the difference between the fair value and the carrying value was charged to investment income Income arising from including Changzhou Fuji Changchai Robin Non-operating Gasoline Engine Co., Ltd., whose 25,903,268.01 14,014,264.30 84.84% income equity interests the Company acquired at a discount, into the consolidated financial statements 3. Selected Items in Consolidated Cash Flow Statement for January-September 2017 Unit: RMB January-September January-September Change Main reason for change 2017 2016 Net cash from operating -61,051,973.62 71,161,321.84 —— Increased accounts receivable activities The parent company had withdrawn Net cash from investments in wealth management investing -63,559,009.38 -41,248,683.31 -54.09% products in January-September activities 2016, while there was no such event in the current period Net cash from Increase in bank loans of the parent financing 21,794,509.81 -22,454,068.45 —— company and subsidiaries activities II Progress, Influence and Solutions Associated with Significant Events √ Applicable □ Not applicable Summary of significant event Disclosure date Related announcement Changchai Company, Limited Third Quarter Report 2017 (Short Form) The Company and Synergetic Innovation Fund Management Co., Ltd. jointly incorporated 09/26/2017, 10/19/2017 No. 2017-022,023,024 and 025 Changzhou Synergetic Innovation Private Equity Fund (Limited Partnership) III Commitments that the Company’s Actual Controller, Shareholders, Related Parties and Acquirers, as well as the Company and Other Commitment Makers, Failed to Fulfill on Time during Reporting Period √ Applicable □ Not applicable Date of Period of Commitment Type of Commitment Contents commitment commitm Fulfillment maker commitment making ent Commitments made in share reform Commitments made in acquisition documents or shareholding alteration documents Commitments made in time of asset restructuring Commitments made in time of IPO or refinancing Equity incentive commitments Rewards Plan for Shareholders in Next Three Years(2017-201 9) Under the premise of positive distributive Year Implement Other commitments made Changchai profit Company, bonus (remaining 05/11/2017 2017-201 in a normal to minority shareholders Limited after-tax profits 9 way after making up for the loss and extracting for the common reserves) in this year or half year and abundant Changchai Company, Limited Third Quarter Report 2017 (Short Form) money flow and no influence on the following-up going concern after cash bonus, the profits allocated by cash every year shouldn’t be lower than 10% of the allocable profits from parent company. Meanwhile, the accumulated allocable profits by cash in the arbitrary continuous three accounting years should not be lower than 30% of the annual average allocable profits in those three years. Fulfilled on time Yes IV Forecast of 2017 Annual Operating Results Warning of a possible loss on or a significant year-over-year change in accumulative net margin during the period the beginning of the current year through the end of the next reporting period, as well as the reasons: □ Applicable √ Not applicable V Securities Investments □ Applicable √ Not applicable No such cases in the Reporting Period. Changchai Company, Limited Third Quarter Report 2017 (Short Form) VI Investments in Derivative Financial Instruments □ Applicable √ Not applicable No such cases in the Reporting Period. VII Visits Paid to the Company for Purposes of Research, Communication, Interview, etc. during Reporting Period √ Applicable □ Not applicable Date of visit Way of visit Type of visitor About Progress situation of SOE reform of the 09/21/2017 Other Individual Company 09/14/2017 Other Individual Future development plan of the Company Situation of associated enterprises of the 09/14/2017 Other Individual Company 09/13/2017 Other Individual Operation situation of the Company 08/27/2017 Other Individual Future development plan of the Company 08/21/2017 Other Individual Situation of SOE reform 08/04/2017 Other Individual Number of shareholders 08/03/2017 Other Individual Number of shareholders 07/25/2017 Other Individual Stock situation of the Company 07/24/2017 Other Individual Operation situation of the Company Progress situation of SOE reform of the 07/24/2017 Other Individual Company 07/21/2017 Other Individual Operation situation of the Company 07/20/2017 Other Individual Number of shareholders 07/06/2017 Other Individual Situation of SOE reform Situation of the Company’s holding of 06/22/2017 Other Individual stock of Jiangsu Bank Situation of the Company’s holding of 06/05/2017 Other Individual stock of Jiangsu Bank 05/24/2017 Other Individual Future development plan of the Company 05/10/2017 Other Individual Future development plan of the Company 05/09/2017 Other Individual Future development plan of the Company 05/08/2017 Other Individual Product situation of the Company 05/02/2017 Other Individual R&D situation of the Company 04/27/2017 Other Individual Operation situation of the Company Changchai Company, Limited Third Quarter Report 2017 (Short Form) 04/24/2017 Other Individual Future development plan of the Company Production and operation situation of the 04/24/2017 Other Individual Company 04/17/2017 Other Individual Future development plan of the Company 04/13/2017 Other Individual Future development plan of the Company 04/05/2017 Production and operation situation of the Other Individual Company Production and operation situation of the 04/05/2017 Other Individual Company 03/30/2017 Other Individual Future development plan of the Company Production and operation situation of the 02/28/2017 Other Individual Company Production and operation situation of the 01/17/2017 Other Individual Company Future development strategy of the 01/07/2017 Other Individual Company Progress situation of SOE reform of the 01/06/2017 Other Individual Company VIII Irregularities Arising from Provision of Guarantees for Third Parties □ Applicable √ Not applicable No such cases in the Reporting Period. IX Occupation of the Company’s Funds by Its Controlling Shareholder or Related Parties for Non-Operating Purposes □ Applicable √ Not applicable No such cases in the Reporting Period. X Targeted Measures Taken to Help People Lift Themselves out of Poverty The Company did not take such measures in the third quarter of the year and has no such plans for now.